exv10w48






Exhibit 10.48




			
	$1,500,000
	 	Date: June 26, 2008







PROMISSORY NOTE




     FOR VALUE RECEIVED, Patriot Risk Management, Inc. (the “‘Borrower”) promises to pay to
Steven M. Mariano (the “Lender”) at 401 E. Las Olas Blvd., Suite 1540, Ft. Lauderdale, FL
33301, or at such other place as the Lender may direct, the sum of one million five hundred
thousand dollars ($1,500,000) (the “Principal Amount”), in United States currency, together
with interest at the time and in the amounts provided herein.



     This Note is the promissory note of Borrower, issued pursuant to agreement between the
Borrower and the Lender. This Note shall be non-negotiable.




	1.	 	Interest. The unpaid portion of the Principal Amount shall bear interest
(“Interest”) computed from the date hereof, at eight percent (8%) which varies daily
to three percent (3%) above the New York Prime Rate as published in the Wall Street
Journal.
	 
	2.	 	Repayment Date. The Principal Amount of this Note, together with Interest accrued
thereon, shall be due and payable six (6) months after the date set forth above, that is
to say no later than 5:00 p.m. on January 2, 2009. Interest shall be payable monthly and
the Principal Amount shall be repaid in its entirety on January 2, 2009.
	 
	3.	 	Guarantee Fee. Borrower shall pay Lender $60,000 as a loan origination and personal
guarantee fee as a result of Lender obtaining these funds, and personally guaranteeing
full repayment, from an underlying loan instrument between Lender and AIeritas Capital
Corporation. This represents four percent (4%) of the principal amount and comports
with previous personal guarantee fee paid by Borrower to Lender for similar personal
guarantees provided on previous financial transactions between Borrower and Lender.
This Guarantee Fee has been approved by Borrower’s Board of Directors.
	 
	4.	 	Prepayment. This Note may be prepaid, at the option of the Borrower, in whole or in
part, at any time or from time to time, without premium or penalty. Any such payment
shall be applied first to payment of Interest accrued and unpaid, and then to payment
of the Principal Amount outstanding and unpaid.
	 
	5.	 	Events of Default. The occurrence of any of the following shall, at the option of the
Lender, constitute an Event of Default:




 









 












	 	A.	 	Voluntary Liquidation, Rehabilitation, Receivership,
Bankruptcy, Etc. If the
Borrower makes an assignment for the benefit of creditors; or if any action is
brought by or against the Borrower seeking its liquidation, rehabilitation or
receivership under applicable bankruptcy laws; or its dissolution or liquidation of
its assets or seeking the appointment of a trustee, interim trustee, receiver or
other custodian for any of the Borrower’s property; or the Borrower commences a
voluntary case under the Federal Bankruptcy Code; or if any reorganization or
arrangement proceeding is instituted by the Borrower for the settlement,
readjustment, composition or extension of any of its debts upon any terms; or if any
action or petition is otherwise brought by or against the Borrower seeking similar
relief or alleging that it is insolvent or unable to pay its debts as they mature;
	 
	 	B.	 	Involuntary Liquidation, Rehabilitation, Receivership,
Bankruptcy, Etc. If any
action is brought against the Borrower seeking its liquidation, rehabilitation or
receivership under applicable bankruptcy laws; or seeking the dissolution of the
Borrower or liquidation of the Borrower’s assets or seeking the appointment of a
trustee, interim trustee, receiver or other custodian for any of its property; and
such action is consented to or acquiesced in by the Borrower, or is not dismissed,
vacated or stayed within ninety (90) days of the date upon which it was instituted;
or if any proceeding under the Federal Bankruptcy Code is instituted against the
Borrower and (i) an Order for relief is entered in such proceeding, or (ii) such
proceeding is consented to or acquiesced in by the Borrower or is not dismissed,
vacated or stayed within ninety (90) days of the date upon which it was instituted;
or if any reorganization or arrangement proceeding is instituted against the
Borrower for the settlement, readjustment, composition or extension of any of its
debts upon any terms, and such proceeding is consented to or acquiesced in by the
Borrower or is not dismissed, vacated or stayed within ninety (90) days of the date
upon which it was instituted; or if any action or petition is otherwise brought
against the Borrower seeking similar relief or alleging that it is insolvent, unable
to pay its debts as they mature, or generally not paying its debts as they become
due, and such action or petition is consented to or acquiesced in by the Borrower or
is not dismissed, vacated or stayed within ninety (90) days of the date upon which
it was brought; or
	 
	 	C.	 	Failure to Make Punctual Payment. Failure of the Borrower to punctually make
payment of any amount payable hereunder to the Lender, whether of the Principal
Amount or Interest thereon, within ten (10) days of the date the same becomes due
and payable, whether at maturity or by acceleration.






	6.	 	Acceleration and Other Remedies. Upon the occurrence of an Event of Default, as
defined above:




 









 












	 	A.	 	Any of the obligations hereunder may, at the option of the Lender and without
presentment, demand, notice or protest of any kind (all of which are hereby
expressly waived), be declared due and payable, whereupon such obligations shall
become due and payable;
	 
	 	B.	 	The Lender may, at its option, and without notice or demand of any kind,
exercise from time to time any and all rights and remedies available to it
under applicable law or in equity; or
	 
	 	C.	 	The Borrower shall pay all costs and expenses (including reasonable attorneys’
fees) incurred by the Lender in enforcing its rights hereunder after maturity or
acceleration hereof. In the event any claim under this Note is referred to an
attorney for collection, or collected by or through an attorney at law, the Borrower
will be liable to the Lender for all expenses incurred in seeking to collect the
obligations or monies or to enforce its rights hereunder, including, without
limitation, reasonable attorneys’ fees.
	 
	 	D.	 	Notwithstanding the above, Borrower shall have ninety (90) days within which to
cure any Event of Default under this promissory note. This period within which to
cure shall begin to run on the date Lender sends written notification to Borrower of
an Event of Default.






	7.	 	Waiver. The Borrower hereby waives presentment, demand, protest, notice of dishonor
and notice of default.
	 
	8.	 	Governing Law. The Borrower agrees that this Note shall be governed and construed in
accordance with the laws of the State of Florida.
	 
	9.	 	Headings. The headings contained herein are solely for the convenience of the parties
and shall be given no effect in the interpretation and construction of this
Note.





DATED
this 26th day of June, 2008




	 	 	 	 	 
	 	BORROWER

PATRIOT RISK MANAGEMENT, INC.

 	 
	 	By:  	/s/ Theodore G. Bryant
 	 
	 	 	Theodore G. Bryant 	 
	 	 	Secretary